Chaos Tails in Equestria
by sinfulnature1123
Summary: A cooperative RP story, commissioned by a patron. A rather less.. evil take on Chaos Tails, specifically on his entry into the world of MLP.
1. Chapter 1

**As the summary mentioned, the following is a cooperative work between me and the patron. I apologize for formatting errors, but this has had to be transcribed from discord and edited. I hope you enjoy ^-^**

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Chaos Tails sat on his throne, fucking Sonic as he did every day now. He had conquered Earth and Mobius, but he wanted more.

More worlds to conquer, more people to bring under his service, and more to break on his cock~ He already had proof that chaos energy could open holes between dimensions. It's how he had gotten to earth in the first place.

He looked through the portals and found an interesting one, filled with...ponies? He looked as he came hard in Sonic, forcing the poor broken hedgehog into his 12th orgasm of the day. The equines seemed to possess various magical powers, the normal looking ones having great physical or earth connected powers, the pegasi the power of flight and control over weather, and the unicorns having potent spellcasting.

He smiled at all the potential targets as he got up from his throne. He was going to go to this new world and take it as he did earth and Mobius.

In his absence, he appointed Sally Acorn in charge. The woman would serve all his commands and he seemed to hold a soft spot for her, even restoring some of her mind, up to the point she would serve him and him alone.

Sally thanked him for this as he opened his portal to this new world.

He leaves after giving her a kiss, going into this new world. He exits into what seemed to be a forest. It was denser than he was used to on Mobius, overrun and permeating with some kind of energy he couldn't immediately place.

He kept moving around, as he did, he began to shrink his body down, till he was his usually two tailed self. It wasn't long after he had returned to his typical unassuming form that some local wildlife attempted to make his acquaintance. Timber Wolves, literal living wolf shaped wooden golems, growling and prowling as though normal animals.

He looked at them and then gave them a stare, dark and deep, sending a deep and powerful sense of fear at the animal golems. The timber wolves halted immediately, an action never seen by the locals of this realm. They could sense the potential danger of this foe, greater than any from Equestria.

He simply walked by them with a look that said, 'Run or die.' The golem wolves fled without further thoughts, scattering throughout the forest.

He smiled and kept moving around, "At least they were smart to run." As he searched the forest, he found a wooden hut in a clearing. There was only one entity inside, but he sensed a surprising amount of this unfamiliar power coming from them.

He walked up, putting on his cute innocent face and making a cute innocent voice, "Hello?" He said as he knocked. The door opened. Rather than one of the pony folk, it was a zebra like being who answered him, a tribal looking sun mark on her flank, and wisdom in her eyes.

Tails saw her and smiled inwardly, but made him looked like and injured child, "Hello, can you help me?" Putting on his big cute eyes. She gave a small, "I can help a young traveler, certainly. It is good that you came to me." She spoke in rhyme.

He nodded and came in, looking at her, she was quite beautiful. Her home looked like that of a witch doctor, a bubbling cauldron in the center with various herbs and colorful elixirs along the walls.

He moved in, 'Hmm interesting.' He thought. He then said, "Wow, cool." He smiled. "It can be unsafe in the forest Everfree, might I ask how here you came to be?" The Zebra woman asked him.

"I was just roaming around and I was nearly attacked by some wolves, they were so scary." He said with big teary eyes, while inwardly laughing at his performance.

"Timber wolves, mindless beasts of prey, it is lucky that you got away." She says, placing an empty clay cup on a table and moving her hoof over it, leaving a hot liquid, tea from the smell of it, filling it when her hoof moved away. The motion had been too smooth to be anything mechanical..

'Wow, actual magic, this place is interesting.' He thought. "Wow that's cool." He said like an excited child moving to her.

She smiled as she handed him the cup, "I take it you're not from around here, if you came to my hut without any fear. The pony folks magic is different to mine, and they tend to misunderstand my kind."

"Why, you are really cool and pretty~" He said, before fake blushing, "Oh god I said that out loud." He said, putting on a show. She chuckled, "No need to let your nerve start shattering, I do find it rather flattering." She said comfortingly, "Most of my days are spent alone, even my name is hardly known."

"Really, but you are so beautiful~" He said before covering his face again in 'embarrassment.' "Many disagree, but it is nice to know, that at least you think so." She chuckled, "Though as you stand on two legs, and me on four, I would think there's another form that you'd like much more."

"Another form?" He asked, wondering if she could change, "I already think you are beautiful.

"You are a strange boy, little patience for playing coy." She chuckled, "Let me introduce myself, so you can respond in common, my name is Zecora, I am the shaman." She said, gesturing for Tails to introduce himself.

"I am Miles Prower, but people call me tails because of my tails." He said as he sighed, "Sorry, people called me a freak when they see these." Making some story, that was true from his past at least a little bit. "I hardly see how such a gift should make you a fright, though I'll confess.. your aura is quite a sight.."

"My aura?" He asked, intrigued by what she may say. "Indeed, your soul is.. marked. A once powerful light, clouded and dark.." She sounded more concerned than anything else.

'Fuck!' He mentally yells, "What do you mean?" He asked. "I have seen souls like this before.. but only in those who are no more. The deathly ill, the wounded, the broken, never in those who's mind is still spoken." Zecora explained, having only seen souls like she saw now in those dying or dead, either literally or metaphorically.

"Oh, so you are saying I am broken?" He said as he started to cry, making it look like your words called him a freak. "Not in any physical sense, apologies if my wording made you tense. But you are not well, a sickness has claimed you, but just as I can tell, I can also make it untrue."

He raised an eyebrow at this, "You can heal me?" He asked. "I am a shaman, am I not?" She says with a warm smile, taking two stone bowls and pouring them together, "I can cleanse you on the spot."

"Please, fix me and heal me-" he said, knowing he could not be fixed him.

Zecora worked diligently for a few moments, "This task I cannot do alone, I must request help from a lavender throne." She says, putting the bottle containing the liquid into a bag and putting it over her back, "Alicorn magic is what it needs to be complete, lucky for you, I'm friends with an elite."

Tails was unsure what exactly an Alicorn was, but her specific mention of magic at least made it clear what the energy he was feeling coming from her was. She exits her hut, beckoning Tails to follow her.

He follows, holding her hand. As they walked he could see more of her sexy body and began to get noticeably hard. Zecora either didn't notice or didn't mention Tails' eyeing her. Through the forest, she lead him to a town, a very bright and happy looking one, with a large crystalline castle at the far edge of it.

'Damn this world has a lot.' He thought as he looked and wrapped around Zecora's arm pretending to be scared. "There is no need for such distress." Zecora assured him, "I'm taking you to the princess."

"Okay, but I just want to be close to you, you are very pretty." He smiled like a kid with a crush.

She chuckled at this, patting Tails' head, "And you are rather sweet, despite the damage to your heart. After you've been cured, perhaps we needn't part?" Zecora suggested, vaguely flirtatiously as the two approached the large crystalline castle together.

"I would like that~" He smiled as he rubbed his cheek on her arm. You arrived at the castle, two white furred stallions with spears acting as guards.

As they recognized Zecora, they allowed you both inside. After some walking, you find a.. strangely modestly small throne room for a princess, with a circular crystal table in the center and variously chairs around it. At the far end of the table sat a tall lavender purple mare with both long wings, and a unicorn horn.

This must be the Alicorn princess Zecora had been alluding to.

"Is that her?" He asked timidly. Zecora nodded, "Princess Twilight, Alicorn, my potion needs her magic to be fully born." Twilight smiled upon seeing Zecora, "Hello Zecora, who.. and if you aren't offended by my asking, what, are you?" Twilight asked.

Tails made it look like he was extremely offended and curled up into a ball, acting very sad. "I'm sorry, what's wrong?" Twilight asked, her voice soft and full of concern.

"Miles is a rather sensitive one," Zecora turned to Tails, "I assure you, Twilight wasn't poking fun."

"I'm very sorry," Twilight said quickly, making a non-regal bowing gesture, "I'm just curious. I've never seen anyone like you. Fluttershy will be thrilled to meet you." She chuckled.

"Miles Prower, you can call me Tails, I'm a squirrel, and the name comes from my defect. My two tails."

"I've noticed," Twilight said, inspecting them, "And they're not common to your species?" She asked.

"No, but Zecora said there is something wrong with my heart."

"A poison cloud within the soul, to remove it has become my goal." Zecora said as she took out the potion, "I need only your magic to do the test, the mixture I've prepared will do the rest."

Princess Twilight, while not entirely seeming to understand, nodded, closing her eyes and sending out her magic. A glowing orb that radiated a frightening amount of power left the Alicorn's horn and floated to the potion.

It began to glow even brighter as Zecora swished it around in the jar before handing it to Tails.

Tails shrugs and drinks it, it tasted like cough medicine.

For a moment, nothing happened. Then a feeling like a cold fire flared up inside of him, spreading out from his core through his entire body and somehow feeling like is burned even outside of his body.

Instinctively he assumed he'd been poisoned at first, before realizing that this was just the effects of the potion.

Whether it was more powerful than Tails had known, or whether the actual power was irrelevant, he couldn't be sure, but it was hitting hard.

"It may be intense on your body and soul," Zecora told tell, rubbing his back gently, "The potion burns away the toxins as though they were coal."

It couldn't burn the gems, but it hurt like fuck. In that moment, he grabbed Zecora and brought her in for a kiss. The kiss was deep, passionate, and filled with tongue, and his grip on her was so strong she was locked in.

Zecora was surprised by this, but evidently not too surprised, as she didn't panic or back away. She must have seen Tails' ogling her the entire way.

As he kissed her though, a cold, sickening rush surged through him. It occurred to him that, while the potion definitely couldn't break down the emeralds, it might not have been trying to; but rather trying to attack the evil that had come from them.

Chaos had retreated deep into Tails' body, turning to the liquid chaos version of ice to try and avoid being burned away. It would do little more than stall.

He feels this and as the potion affects him, he feels different, almost calm in a sense. The raging inferno of chaos stopped, at least for a moment. This made him deepen the kiss and hold her closer, his cock hardening as he was so close to her.

Zecora held Tails close, though pulled away, "Apologies for not being completely true, but I was unsure you'd let me help you." She said.

Twilight, visibly blushing from seeing such an passionate kiss, spoke up, "Our world has relics capable of purging corruption. I.. I don't know what's inside of you, but not even the Elements could completely undo what it did your mind. If I'm correct, you should at least be.. you again. Zecora used her magic to inform me of what she had sensed in you ahead of time, and I prepared an enchantment."

"You mean _we_." Said another voice.

Five other of the ponies stepped into view, "The elements need all of us here to work." A tall, athletic, cyan blue Pegasus with a rainbow main explained.

Tails understood what was happening, but the adrenaline from the experience, and the painful raging hardness-made only worse by the not two but now seven rather attractive women-made it hard to focus.

He blushed and kept his face to Zecora to keep his hardness hidden, all the other ponies looking quite...delicious.

He then tried something and soon he and Zecora are teleported back to her house. She stumbled slightly, catching herself on Tails; though accidentally landing with him pressed between her and the wall. "Apologies, my experience with magic has many stems, but teleportation is not one of them."

"That was me, sorry, there were too many people, and..." He paused as he fully looked at Zecora, removing the evil seemed to remove his inhibitions for later fun, grabbing her clothes, "...and I really want you, now~" he said as he tore her clothes off.

Zecora blinked in surprise as she was left stripped in front of him, "Quite a rush has filled you now. If you wish me to help, I believe I know how." She said with a loving smile, as well as a hand up to calm Tails.

He nodded, but soon his cock was showing, 20 inches long and 4 in thick hunk of man meat, hungry to fuck as Tails seemed more horny school boy than evil monster.

Zecora, in control and composed as she had been, able to outsmart and preemptively plan around him, was not entirely ready for this, her jaw dropping in shock, "Oh my.. quite a surprise.. I'll need time to satisfy such size." She said, moving down onto her knees and gripping Tails' member with both of her soft, skilled hands, beginning to stroke him.

He winces at this, his cock throbbing hard, strong enough she feels the vibration from his throbbing, pressing cum leaking in a small stream.

Zecora was more than a little stunned by it, but didn't let it slow her, moving Tails' monster of a member between her sizable breasts and beginning to stroke him with them, "Just relax, don't worry a bit, and let me take care of it~" Zecora purred gently.

He let's her, her big breasts sandwiching his cock like 2 fluffy pillows. He soon begins to change, his form becoming taller and more humanoid, like his chaos form. He soon begins to thrust, his cock head going into her mouth.

Zecora held his hips, taking it decently. Her mature body could handle a lot it seemed. Tails could feel the desire to test just how much burning in his mind. But with his sanity back, guilt accompanied the thought... until Zecora moved her hands to Tails' placing them on the back of her head. She wanted to help him, and was willing to endure it for him.

So he rammed in and had her jilted on his cock. She was soon on his cock, gagging from the size. Soon he was railing and fucking her mouth like a well used whore, going at speed and power she never thought physically possible.

Zecora gagged hard from the size and roughness. For all her wisdom, she didn't seem to have much experience with this. Tails, having never experienced such pleasure without a haze of chaos and madness in his mind, was utterly lost in it.

This may have been more dangerous than his evil side. That side wanted to play and torment, this one just wanted pleasure no matter what. He kept going and soon he came. Without warning, with only his cock head in her mouth he came, with the force of geyser. Cumming so much and hard it spewed out from her nose.

Tails soon stops and looks at Zecora, taking her off his cock. He then lays her back on her bed and moves to her pussy.

He looks at how drenched it is, before he begins to eat her out, his powers allowing him to extend his tongue deep into her and reach to her womb, tingling all her insides. The zebra woman groaned, not even having properly caught her breath from tending to Tails yet.

He kept going, tasting all her insides. He soon hits a sweet spot and makes her cum. He drinks in her liquids, a bit to strongly, his sucking making her orgasm again and again from the force. Zecora panted heavily from the release. It had quite clearly been awhile since she had had one, let alone one so intense.

Tails soon moves away as he looks at her, his cock hard and wanting~ He lined up to her pussy, "Zecora, I want to make you feel even better, so I'm gonna fuck your pussy hard~"

"It seems.. you've quite a lot of energy to burn," Zecora said, panting gently, "I suppose some fun is the least you've earned~" She purred, legs apart for him.

"I promise to make it fun for you as well~" he said as he kissed her before hitting into her pussy and straight into her womb.

The shaman moaned hard from such immediate deep penetration, holding onto Tails tightly.

He started slow, but was soon Jack hammering into her with full force. He sucked both her tits as he continued, thinking of all the other girls on planet.

He'd already seen six others, the Elements of Harmony he recalled them being called, who had each looked extremely attractive. The table Tails was drilling Zecora against began to shake violently from the force of his thrusts, the Zebra woman moaning out louder the more he went, but still never entirely losing her composure. Given she was a mystic, she seemed rather incapable of doing so.

Before, tails would use his powers to break her to be a cock slave, now he wanted her to be his either his cock and love. Zecora pulled on Tails gently, bringing him close to kiss him as he rutted into her.

He kept going his cock hitting all her sweet spots and even a few she never knew, like his cock was trying to mold her into the shape of his cock. Her legs held tight around him as she moaned, letting pleasure like she hadn't felt since her days back in her homelands wash over her; and back then it had taken several partners at once.

He kept going, making sure she felt it. "You are so good, I'm gonna fuck you till you can't walk~" Tails said, drowning in lust.

Zecora's moans grew louder, turning into pleasured cries as she came from the aggressive pounding.

He kept going and soon he came, and boy did he cum. It was so powerful it filled her up and began to make her swell up with cum.

Zecora's entire body shook as she was flooded. Most other beings would have passed out or gone ahego; her mystic nature just barely allowing her to remain conscious and enjoy the nirvana of pleasure.

Tails cums for a good minute, leaving Zecora a little bloated, laying on her, "Was that good~"

"Q..qui..te.." She pants out, not managing a rhyme for the first time since he had met her.

He smiled and kissed her again, rubbing his cock on her body.

The overpowering lust had died down slightly now. It was odd, his normal lucid self blending with a lustful soul. It.. didn't feel bad.. definitely better than the full tilt megalomania from before. Real, true control.. even if we was going to need to re-train himself to learn how to control it. Thankfully, his new mate happened to be quite skilled.

But as he looked at her, he thought on all the others here, and wondered, 'Who next?'


	2. Chapter 2

Tails was enjoying his new woman, as she was making him breakfast.

Zecora had a very old tribal style of cooking. It was similar to the meals Tikal used to make, but like everything in this world, was far sweeter in flavor. It wasn't a bad thing, but it did make him want something to cleanse his palate.

"So what do you want to do today?" He asked. "A tour of town, I think you'll need," Zecora says, "Sadly I can't take the lead. I'm unfamiliar with its ins and outs, so another will have to show you about." "Aw, is she as beautiful as you~" he asks as he moves to her and caresses her thigh. She chuckled, "Who exactly it will be, isn't something up to me. You'll just have to wait and see."

"Okay, can I play with you till then~" he teased as he moved, kissing her neck and groping her breasts. Zecora grinned, "We've time enough for some, this I know. Some release will help your mind to flow~" She purred, moving closer and placing herself into his lap.

He smiled as his cock nestled between her ass cheeks.

He was changed, no longer the raging storm of madness, though he would not change anything that had happened. He did enjoy his power obsessed self, but he did enjoy the calm more. Zecora moved her hips, her soft rump stroking Tails' stiffness between her cheeks.

He smiled as his cock enjoyed her butt cheeks as he kissed her, stroking her breasts. She moaned softly from the attention, grinding more against his member for more.

He kept going, till he adjusted just right so he can go in her ass. Zecora happily pushed her hips down, pushing his member into her tight, puckered hole. The mystic woman groaned at the feeling of it stretching her as her hips pushed down.

Tails thrusts up into her, enjoying the feeling. "Zecora, you are soo good~" I say as I suck on her nipples.

"A..a pleasure.. to know.. you feel as such," Zecora moaned as she took his powerful rod inside, "You feel wonderful as well.. so very much~" He smiled, "Zecora, you are one of the most beautiful I have ever seen~" He asked as he hilted into her ass, "So I must ask, will you bee my queen~" He rhymed.

Zecora shuddered, visibly around by this, Tails able to feel her squeezing tighter now, "W-while I rarely have time for such leisure, I must admit, it would be my pleasure~"

Tails smiled and kissed her deep, before he felt the chaos energy surging through him and into Zecora, making the pleasure amplify intensely, his cock surging and vibrating her rapidly sensitive anus.

Zecora cried out immediately, unable to even form words at the sudden surge of sensation. Her already lovely ass clenched like a vice grip around Tails' cock as she came intensely.

The tenseness made him fuck her ass harder, "I love you Zecora, I will fuck you forever~" He declared as he fucked her ass so hard he was slamming into her and her ass.

The shaman's moans could be heard for quite a distance around her hut as she took the rutting, relishing the intense pleasure.

He kept going, "My queen, I'm gonna cum, I'm gonna fill you with all my love~" He said, before he cum, filling her up hard like a fire hose of cum filling her to the brim..

As we do, the friend approaches, hearing everything. Tails could vaguely sense them, still able to sense the world around himself far greater than normal, but couldn't focus enough on it to realize it might be a good idea to stop.

Zecora certainly seemed to think it was a better idea to keep going for the moment at least. He just kept going.

Fucking her in s matting press now, his cock piercing her womb. Zecora's moans only got louder as she was taken against the table, legs pushed back for Tails to get as deep as possible.

He keeps going, kissing her as he fucked her womb, "I love you, my queen!" He declared.

Zecora shook as the roughness brought her over the edge violently, going from loud to silent as the rough pace started to overwhelm her.

He kept going, focusing his chaos into his cock and balls, "Here I go!" He roared as he came so hard it shot like a riot control fire hose of cum into her womb.

A low, almost gurgled sounding grown escapes the shaman woman as her stomach is puffed up slightly from the amount of cum flooding into her; leg twitching from the over stimulation.

He smiled as he kissed her and let her rest. He leaves her on the table to get a drink. It was at that point that Tails noticed that the attendant to show him around the town was standing at the door; sensing their presence though they couldn't be seen through the wooden door. He goes over to see who it is.

It was the pegasus girl, yellow fur and pink mane. She seemed rather flustered by the time Tails opened the door and it wasn't hard to figure out why given the sounds that had been coming from the hut and the smell that probably still was.

"Hello." He said, using his cute and innocent look.

Her flustered stature seems to melt away at seeing Tails and his greeting, and she smiles back happily, "Hello. My name is Fluttershy, Twilight asked me to show you around town so you can get a better handle on things."

"I'm tails, nice to meet you." He smiled, "Can we go, Zecora is tired and needs rest." He said cutely, though Fluttershy could see her passed out and fucked silly.

The flustered look returned over the yellow pegasus' face momentarily at this, and after clearing her throat, Fluttershy nodded, "Yes, lets get going."

"Okay." Tails cheered as he grabbed her hand like an excited child. Fluttershy lead Tails through the forest back towards town, seeming to relax in the process as she began to explain how the ponies could be... a bit abrasive towards folks they didn't understand, but were kind at heart.

He nods and says sorry, he just loves things a lot and wanted to show it. Fluttershy still remembering the sounds. "It's fine, everyone has their own way of expressing themselves." Fluttershy said, voice full of care and understanding as they entered town together.

We walk around and look, "this place is amazing." He said. The colorful, cheerful town was quite the sight to see.

Fluttershy nodded in agreement as she showed him around, giving Tails time to see the different places there were around the town; different restaurants, the bustling marketplace, the farmlands and orchards where a friend of her's worked to the west of town, the Carousel Boutique where another friend of her's worked, etc.

"I never knew such a place existed." He said as he looked with glee, not being possessed by chaos fueled mind allowed to really see beautiful things.

"I didn't once either," Fluttershy said, looking up towards the clouds, "There's a city up there where pegasi live. It.. isn't a terrible place, not really, but it wasn't for me. The first time I found my way down here, completely by accident, I knew it was my home."

"Wow." All he says as they keep going. as they do, he looks her over and likes what he sees. After making sure Tails had gotten a good look around the town, Fluttershy asked if he had any specific questions, or anywhere he wanted to go.

"And, if its not too much to ask, I was kind of hoping to ask you a few things." She said, "I've never seen anyone like you before, and I'm always excited to learn about new kinds of creatures. I must have talked the dragon's ears off the first time I met one." She giggled sweetly.

"Of course, anything you want to ask." He said cutely.

She smiled widely at this, thanking him before proceeding to ask.. well basically everything about himself, how his body/species worked, what it was like where he was from, what he ate, etc. She hadn't been kidding about being interested. I answered most, only holding a few details.

I even told of the power that overwhelmed me. Tails said it was a horrible feeling, which was a half lie. Fluttershy listened and talked with him, having a very warm aura about her, somewhere between a mother, a best friend, and a therapist.

"You don't have to talk about it," she said when Tails got to the chaos corruption, "I.. know what it's like to be overwhelmed by something like that." She admitted.

"Really?" He asked, legitimately curious.

She nods, "yes.. it's happened a few times to me actually.." she says sheepishly, "twice by magic, once without even that."

"Oh, well I did bad things, but now that I'm free, I want to be better." He said as he snuggled up to her.

Fluttershy smiled at this, giving him a gentle hug, "That's the spirit." As he hugged her his stiffness touched her thigh. Fluttershy shifted at this, stepping back after a moment, her cheeks having gone visibly red.

"A-anyway, is there anything in particular you would like to learn about?" She asks.

"Can we meet more ponies, all of you are soo beautiful, I want to meet them~" I cheered, acting like a giddy child, acting like I didn't notice my hard on.

Fluttershy nodded, "I suppose so.. I'll introduce you to Rarity." She said with a smile, leading Tails back through town.

"Okay, let's go!" Tails smiled happily, 'This is way more fun.' Fluttershy lead the fox to the town's boutique. After knocking, a white furred unicorn answered.

She looked beautiful, "Is everyone here pretty?" I asked like a love struck teen.

Rarity giggled at this, "Well aren't you the little charmer." She said, voice having a noticeably affected, semi-posh accent to it. "I take it you're enjoying our little town?"

"Yeah, I'm staying with my Zecora." He said, before realizing, "I meant just Zecora."

Fluttershy blushed again at this, though Rarity gave an amused giggle, seemingly finding it cute. "So what do you do?" Tails asked.

"I run this boutique, as well as overseeing one in Canterlot," Rarity explains, "Fashion of all kinds is my stock and trade."

"Could you do something for me?" He asked wanting to see what she could do.

"Certainly!" Rarity says with a smile, "It'd be a pleasure to work on someone like you." She says, looking over his unfamiliar body type. He smiled and let her get to work.

Rarity brought the fox into her work space and began to give him measurements; making it difficult not to notice how soft her hands were. And she had a difficulty ignoring his rod getting hard.

With her pale white coloration, the deep red blush was extremely visible as it spread across her face. He saw and said, "Are you sick, you look really red." He loved acting all cute and sweet.

"N-no, it's fine darling." She assured him, attempting to keep from looking him in the eye so he wouldn't worry; though this made avoiding seeing his stiffness more or less impossible.

He smiled and kept teasing, moving to her, "Are you sure, you are all red, do you have a fever?" He asked as he put his forehead to her.

"I-I'm quite alright, I assure you." She says politely; though as she finished her measurements, her eyes noticeably wandered quite a bit more than Fluttershy.

He looked to her, "Sorry, am I distracting you~" he teased, acting soo innocent.

"I.. ahem, it's quite alright darling, I suppose even otherworlders cant resist my charm forever." Rarity said, attempting to cover up any awkwardness with confidence and a little humor.

He moved close and put his hands to her face, "You do have s pretty face, can I kiss it~" he asked, before he does, bringing her into a deep and dominating kiss.

Even with a pure heart, the energy flowing through Tails' body was intense, and Rarity could feel it. A shiver went through her body, and it took her several seconds to pull away from the surprise kiss.

"Sorry, your face was too cute not to kiss~" he blushed and tried to hide his face like an embarrassed teen.

"No need to be embarrassed darling, I can understand how hard it must be.. to resist.." She said, voice making it slightly unclear who she was talking about.

He then decided to push it, "Can I kiss you again, your lips were very good~" he asked.

Biting her lip, Rarity thought for a moment, glancing to Fluttershy.

Despite, because, or regardless of what she response she got from the Pegasus, she nodded, and leaned in for another kiss. He kissed her and he let his power flow into her, making her feel good as his tongue wrapped around her's.

The pleasure surged through Rarity's body like an electric current, her legs wobbling gently at the stimulation. Fluttershy asked if she was alright, and Rarity pulled back, panting gently.

"I.. um.. yes," she said, posh accent rather cute when flustered.

Tails saw his opportunity and grabbed Fluttershy, bringing her into a kiss. He used more strength to hold her close, kissing her and sending the pleasure into her as he did rarity.

Her face flushed bright red, her wings puffing out suddenly at the sensation, seemingly rigid. I keep kissing her as I ran my hands on her body.

Fluttershy was seemingly frozen from the contact, her innate shyness coming out now that things had gone this way. She wasn't entirely shocked, having heard what was happening in Zecora's hut, but it still caught her by surprise.

He kept he kiss going for another minute, before releasing her, "How was I~" he asked. Fluttershy attempted to say something, but it all came out sputtered as her wings continued to twitch sheepishly.

He smiled as he felt her and rarity's hands, "You both taste very sweet~" "Seems I was right about you being a little charmer~" Rarity teased.

"I just love pretty people, and I want to show you both." He said as he pulled them both, with surprising strength for his size. Both the unicorn and the Pegasus are pulled in, the latter squeaking in surprise.

I take them to the back rooms I saw while looking and he kissed them both again, dominating their mouths with his tongue. Tails brought them two up to Rarity's room. Even her bedroom had quite a lot of her seamstress work supplies. She had a rather large, posh bed, work desk, and luxury couch. He put them on the bed, his strength fir his size was staggering.

"Time to show you both how much I like you~" he says as he crawled over, his cock thick and hard.

"O-oh my.." Fluttershy's entire face was bright red, but she didn't try to stop the cute fox boy; Rarity's eyes practically begging him to keep going.

He approached and soon did away with their clothes, "you both are beautiful~" he smiled.

Rarity reached over, putting an arm around Fluttershy; whether this was to calm her friend's nerves or further seduce Tails, it had both effects. He smiled again as he moved his hand down and began fingering their pussies. His fingers felt like they were scratching all the right parts~

Both moaned at the sensation; Fluttershy much louder; evidently more inexperienced than Rarity. He saw this and kept going on rarity, but moving down and beginning to tongue her pussy, letting it lick all her spots.

The purple maned mare moaned in pleasure as Tails ate her out, hips starting to buck against his face as she felt it. He smiled as he also put two fingers in Fluttershy.

Fluttershy whimpered and squirmed at the intense building sensation. He kept going on both women, using his powers to make their pleasure better. Both were moaning and writhing from the pleasure within a few moments.

Tails, bless his heart, still didn't have the firmest grasp on how intense his powers felt; not knowing his own strength so to speak. He sees how they are and thinks, 'I need to do more.' He said intensifying the pleasure, a bit too much, especially when his tongue and fingers find Rarity and Fluttershy's g-spots respectively.

The two practically scream out at this, bodies shaking as they came almost instantly; the intensity and Tails' refusal to stop causing their first orgasm to spiral into another almost immediately.

He kept going more and more, till he had them bending back. Even more when he switched, putting three fingers into Rarity's ass and then Tails began to tongue Fluttershy's anus. Both unprepared and getting this much pleasure in an instant.

The two pony girls went silent from the intense pleasure muddling their minds. Tails, not realizing this, panicked at the thought that they weren't enjoying it anymore, believing he would need to really up the game to make a good first impression on them.

He then decided that it was time to go full force as he began to change, becoming his strong and manlier for. His tongue extended deeper into Fluttershy and he was soon fisting Rarity's ass. Tails barely noticed the steadily growing puddles spreading across the bed from the two of them going over the edge several times, one after the other from his powerful pleasuring.

He smiled and then pounced onto Fluttershy, his massive cock lined to her pussy, "Shy, I'm gonna show you my love~" He smiled. His hate, anger, and evil desires replaced by a wanting to love and please those he thought were beautiful.

This may have actually been more terrifying, cause before he had chains, now he didn't. Then he plowed into Fluttershy, hilting into her pussy, womb, and giving her a bulge. Fluttershy's eyes practically rolled back in her head now.

Thankfully, the same power he used to aid in breaking pets was not subconsciously used to protect them, letting the Pegasus take a rutting that by all rights should have left her injured at the very least without any damage.

The resulting pleasure was not lessened in the slightest however, her attempts to speak coming out garbled. He just kept going, using her like little more than a sock. He did kiss her and play with her breasts, but he was effectively breaking her with love and sex.

As he did this, Fluttershy made eye contact with him; and attempted to use the Stare to make him ease up. Her special ability that allowed her make others bend to her desires, if only briefly, seemed to backfire however. It worked completely, but not in the way Fluttershy had intended.

Because as she made eye contact, it wasn't the order that she was trying to give that was Tails was bent to follow; but rather her true desires, her inner lusts that Tails' mind, body, and soul were forced to comply with.

He hardly even noticed that he was being effected though as he felt in the core of his being that he mustn't stop rutting either of these woman until they were more satisfied than they had ever been.

She feels it more as he kisses her, his tongue dominating her mouth as his hands grasped her breasts so he could send more power, and fucking her womb with all his might. Rarity had mostly recovered, and she watched with wanting and enjoyment.

Fluttershy was confused why her stare hadn't worked, unaware that it actually had. Her body was well aware however, cumming even harder than it had been before as Tails gave her precisely what she wanted.

He kept going as he plowed Fluttershy and soon was close, "I'm gonna fill you with my love, do you want it~" "Y..y.. yes~" She moaned out heatedly. "Then become one of my wives, so 8 can love you forever~" he said as the energy and pleasure surged through her like a shock.

Fluttershy tried to think clearly, but she couldn't make much sense through the intense sensation, only managing to repeat herself in answer, "Y-yes~!" She cried out as she came.

He smiled and jilted into her, unloading in her. He cane soo much, like a fire hose of cum. Fluttershy's mouth opened, but no sound came out. Her eyes rolled back as she was overwhelmed by the sensation. By the time he finished, she had a pot belly if cum.

He then moved to rarity, "Shall I love you too~" She grins eagerly, "And here I was starting to think you'd forgotten about me~"

"Sorry, but I promised Fluttershy first. As an apology~" He said as he lined with her ass, "Here you go~" He said as he hilted deep into her ass with one powerful thrust.

Rarity let out a soundless gasp as her ass was stretched by the powerful thrust, gripping hard around Tails' member.

He smiled and began to slowly moving in and out of her, his cock pounding her body with great pleasure. The white furred unicorn gripped the bed tight as he moved into her. He soon began to pick up pace, grabbing her breasts.

Then he stood up so she was against his back. He lifted her up a little, before he brought her down hard with gravity and impaled deeper in her ass from a standing position.

Rarity let out a loud cry in response, her ladylike persona breaking somewhat from the force. He kept going as he bit her neck and began to aggressively finger her pussy.

Rarity's moans only grew more lewd as Tails toyed with her body, filling Tails with yet more pleasure at bringing new lovers fun instead of pain.

This was good and bad for any who got with Tails now, because before he was doing it for his personal enjoyment and inflicting pain, now it was about giving pleasure, which he yet to understand had a limit or could be too much~


End file.
